XMax Inc. signs $4.8M cloud services deal

XMax Inc. reported that its wholly owned subsidiary XMax AI Inc. entered a Cloud Services Agreement with SuperX AI Technology USA for cloud infrastructure, large language model APIs, and related support services totaling US$4,800,000 in fees, payable monthly.

Rhea-AI Filing Summary

XMax Inc. reported that its wholly owned subsidiary XMax AI Inc. entered a Cloud Services Agreement with SuperX AI Technology USA for cloud infrastructure, large language model APIs, and related support services totaling US$4,800,000 in fees, payable monthly.

The contract covers cloud computing resources delivered via a third-party provider, API access to AI models, and value-added services such as architecture design, optimization, technical support, cost analysis, migration planning, security and compliance advisory, and technical training. XMax AI retains full ownership of all customer data, which Party B may access only as needed to perform services.

The agreement becomes effective when services commence and automatically renews for one-year terms unless either party gives at least 60 days written non-renewal notice before expiry. It may be terminated for dissolution, material breach, force majeure, mutual agreement, or legal requirements. Either party can also terminate on 30 days written notice, with XMax AI paying accrued fees and SuperX refunding unused prepayments and any remaining deposit within 10 days after termination.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Service fees: US$4,800,000 Renewal notice period: 60 days Termination notice period: 30 days +3 more

6 metrics

Service fees US$4,800,000 Total fees under Cloud Services Agreement, payable monthly

Renewal notice period 60 days Written non-renewal notice required before term expiry

Termination notice period 30 days Either party may terminate with prior written notice

Refund timing 10 days Deadline for refunding unused prepayments and deposit

Renewal term length 1 year Automatic renewal period for the agreement

Discount period 12 months Cumulative consumption discount cap per 12-month period

Key Terms

Material Definitive Agreement, Cloud Services Agreement, Customer Data, force majeure

4 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement On April 22, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Cloud Services Agreement technical

"entered into a Cloud Services Agreement (the “Agreement”) with SuperX AI Technology USA"

Customer Data technical

"Party A retains full ownership of all data, content and information stored, processed or transmitted through the Services (“Customer Data”)"

force majeure legal

"This Agreement terminates in the following circumstances, without liability ... (c) force majeure or mutual agreement"

Force majeure is a legal concept that refers to unexpected events beyond anyone’s control, such as natural disasters, war, or severe disruptions, that prevent a party from fulfilling their obligations. It matters to investors because it can delay or cancel agreements, affecting the timing and certainty of financial transactions and obligations. Essentially, it acts as a shield for parties facing unforeseen, uncontrollable problems.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did XMax Inc. (NVFY) announce in this 8-K filing?

XMax Inc. disclosed that subsidiary XMax AI Inc. signed a Cloud Services Agreement with SuperX AI Technology USA for cloud infrastructure, AI model APIs, and support services, with total service fees of US$4,800,000 payable monthly over the contract term.

How much is XMax Inc. (NVFY) paying under the new cloud services agreement?

The agreement sets total service fees at US$4,800,000, payable monthly. These payments cover cloud computing resources, access to large language models and AI APIs, and value-added services like architecture design, optimization, technical support, cost analysis, and security and compliance advisory.

Who are the parties to XMax Inc. (NVFY)’s cloud services agreement?

The contract is between XMax AI Inc., a wholly owned subsidiary of XMax Inc., as Party A and SuperX AI Technology USA as Party B. Party B provides cloud resources, AI model APIs, and related support services under the agreement’s defined terms and conditions.

How long does the XMax Inc. (NVFY) cloud services agreement last and how is it renewed?

The agreement becomes effective upon service commencement and runs for an initial term that automatically renews for one-year periods. Either party can prevent renewal by giving written non-renewal notice at least 60 days before the current term expires under the contract.

Who owns customer data under XMax Inc. (NVFY)’s cloud services deal?

XMax AI Inc. retains full ownership of all customer data stored, processed, or transmitted through the services. SuperX AI Technology USA may access this data only as necessary to perform its contractual obligations and is not permitted to use it for any other purposes.

Under what conditions can the XMax Inc. (NVFY) cloud services agreement be terminated early?

The agreement may end upon dissolution of a party, material breach, force majeure, mutual agreement, or legal requirement. Additionally, either party can terminate with 30 days written notice, triggering payment of accrued fees and refunds of unused prepayments and any remaining deposit.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/28/2026 - 04:30 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

XMAX Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-36259		90-0746568
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

6565 E. Washington Blvd., Commerce, CA 90040

(Address of Principal Executive Office) (Zip Code)

(323) 888-9999

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		XWIN		Nasdaq Stock Market

Item 1.01 Entry into a Material Definitive Agreement

On April 22, 2026, XMax AI Inc. (“XMax AI” or the “Party A”), a wholly owned subsidiary of XMax Inc., entered into a Cloud Services Agreement (the “Agreement”) with SuperX AI Technology USA (the “Party B”).

Pursuant to the Agreement, Party B shall provide to Party A: (a) cloud computing services - Party B delivers cloud computing resources to Party A utilizing a third party’s cloud infrastructure; (b) API access to large language models and AI models hosted on cloud platforms; and (c) value-added services including cloud architecture design and optimization, technical support and troubleshooting, billing and cost analysis, migration planning, security and compliance advisory, and related technical training. The service fees for the Agreement are US$4,800,000, payable monthly and the model and cloud resource discount rates apply to cumulative consumption up to the discount cap within each consecutive twelve (12) month period commencing from the service activation date. Party A retains full ownership of all data, content and information stored, processed or transmitted through the Services (“Customer Data”). Party B shall access Customer Data only to the extent necessary to perform its obligations and shall not use Customer Data for any other purpose. This Agreement becomes effective upon commencement of services. Unless either Party gives written non-renewal notice at least sixty (60) days before expiry, the term shall automatically renew for one (1) year. This Agreement terminates in the following circumstances, without liability to the other Party (provided that the terminating Party gives written notice): (a) dissolution of either Party (excluding reorganization, renaming or merger); (b) material breach by one Party entitling the other to terminate; (c) force majeure or mutual agreement; or (d) termination required by law. Unless otherwise agreed in this Agreement, neither Party may unilaterally terminate without cause during the term, failing which it shall bear liability for breach. Party A may terminate this Agreement upon thirty (30) days’ prior written notice, and shall pay all fees accrued through the effective date of termination (including used but unbilled amounts). Party B may terminate this Agreement upon thirty (30) days’ prior written notice, refunding any unused prepayments and remaining deposit (if any) within ten (10) days after the effective date of termination.

The Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by, the Agreement, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Cloud Services Agreement by and between XMax AI Inc. and SuperX AI Technology USA dated April 22, 2026.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

XMax Inc.

/s/ Xiaohua Lu

Xiaohua Lu

Chief Executive Officer

April 28, 2026

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 129.9 KB

Other Documents

• EX-10 GRAPHIC 2.3 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB